PRIIPS/IMPORTANT - PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

PRIIPS/IMPORTANT - PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 19 of the Guidelines published by ESMA on 3 August 2023 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

SOCIÉTÉ GÉNÉRALE

Legal Entity Identifier (LEI): O2RNE8IBXP4R0TD8PU41

FINAL TERMS DATED 16 APRIL 2024

Issue of EUR 250,000,000 3.625 per cent. Senior Preferred Notes due 27 March 2035

(the Notes)

to be assimilated (assimilées) and form a single series with the existing EUR 250,000,000 3.625 per cent. Senior Preferred Notes due 27 March 2035 issued as Tranche 1 of Series PA-196 / 24- 03 on 27 March 2024 (the Original Notes)

under the Euro Medium Term Note - Paris Registered Programme

(the Programme)

Series no.: PA-196 /24-03

Tranche no.: 2

Issue Price: 99.756 per cent., plus an amount of EUR 546,232.88 corresponding to accrued interest

SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

(the Sole Bookrunner and Lead Manager)

BANCO SABADELL

DZ BANK AG

(the Co-Managers and, together with the Sole Bookrunner and Lead Manager, the Managers)

PART A - CONTRACTUAL TERMS

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. For a description of certain restrictions on offers and sales of Notes, see section headed "Subscription and Sale" in the Base Prospectus.

Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the Conditions) set forth under the heading "Terms and Conditions of the French Law Notes" in the base prospectus dated 19 December 2023 which received approval no. 23-518 on 19 December 2023 from the Autorité des marchés financiers (the AMF), as supplemented by the supplement dated 12 February 2024 which received approval no. 24-027 from the AMF on 12 February 2024 and the supplement dated 14 March 2024 which received approval no. 24-070 from the AMF on 14 March 2024, which together constitute a base prospectus (the Base Prospectus) for the purposes of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation).

This document constitutes the final terms of the Notes (the Final Terms) described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. Copies of the Base Prospectus and these Final Terms are available for inspection and obtainable, upon request and free of charge, during usual business hours on any weekday from the head office of the Issuer and the specified offices of the Paying Agents. So long as Notes are outstanding, those documents will also be available on the websites of the AMF (www.amf-france.org) and of the Issuer (http://prospectus.socgen.com).

1.

(i)

Series Number:

PA-196 /24-03

(ii)

Tranche Number:

2

  1. Date on which the Notes become fungible:

The Notes shall be assimilated (assimilées), form a single series and be interchangeable for trading purposes with the Original Notes on or about

28 May 2024 (the Assimilation Date)

2.

Specified Currency:

Euro (EUR)

3. Aggregate Nominal Amount:

(i)

Series:

EUR 500,000,000

(ii)

Tranche:

EUR 250,000,000

4.

Issue Price:

99.756 per cent. of the Aggregate Nominal

Amount of the Tranche plus an amount of

EUR 546,232.88 corresponding to the interest

accrued at a rate of 3.625 per cent. of such

Aggregate Nominal Amount for the period from,

and including, 27 March 2024 to, but excluding,

the Issue Date

5.

Specified Denomination:

EUR 100,000

6.

(i)

Issue Date:

18 April 2024

(ii)

Interest Commencement Date:

27 March 2024

7.

Maturity Date:

27 March 2035

8.

Interest Basis:

3.625 per cent. Fixed Rate

(further particulars specified below)

9.

Redemption/Payment Basis:

Subject to any purchase and cancellation or early

redemption, the Notes will be redeemed on the

Maturity Date at 100.00 per cent. of their

nominal amount

(further particulars specified below)

10.

Change of Interest Basis:

Not Applicable

11.

Put/Call Options:

Clean-up Redemption Option

12.

(i)

Status:

Senior Preferred Notes pursuant to Article

L. 613-30-3-I-3° of the French Code monétaire

et financier

  1. Date of corporate authorisations for issue of the Notes

Resolution of the Board of Directors dated 7 February 2024 and decision of the Issuer dated 12 April 2024

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.

Fixed Rate Note Provisions

Applicable

Unadjusted Fixed Rate Notes

(i)

Rate of Interest:

3.625 per cent. per annum payable annually in

arrear

(ii)

Interest Payment Date:

Applicable

27 March in each year from and including

27 March 2025 up to and including the Maturity

Date

(iii)

Business Day Convention:

Not Applicable (unadjusted)

(iv)

Additional Business Centres:

Not Applicable

(v)

Fixed Coupon Amount:

EUR 3,625 per Note of EUR 100,000 Specified

Denomination, payable on each Interest Payment

Date

(vi)

Day Count Fraction:

Actual/Actual (ICMA)

(vii)

Broken Amount:

Not Applicable

    1. Resettable Notes
    2. Determination Date(s):
  2. Floating Rate Note Provisions
  3. Zero Coupon Notes

PROVISIONS RELATING TO

REDEMPTION

  1. Issuer Call Option
  2. Make-WholeRedemption Option
  3. Residual Maturity Redemption Option
  4. Clean-upRedemption Option
  1. Clean-upPercentage :

(i)

Optional

Redemption

Amount(s):

  1. Redemption at the Option of the Noteholders
  2. Final Redemption Amount:
  3. Early Redemption Amount:
  4. MREL or TLAC Disqualification Event:
  5. Events of Default:
  6. Prior permission of the Relevant Resolution Authority with respect to Senior Notes:

Not Applicable

27 March in each year Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Applicable

75 per cent.

EUR 100,000 per Note of EUR 100,000 Specified Denomination

Not Applicable

EUR 100,000 per Note of EUR 100,000 Specified Denomination

EUR 100,000 per Note of EUR 100,000 Specified Denomination

Not Applicable

Applicable

Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

  1. Form of Notes:
  2. Additional Financial Centre for the purposes of Condition 4(e) of the French Law Conditions:

Dematerialised Notes Bearer form (au porteur) Not Applicable

28.

Payments on non-Payment Business

Following

Days (Condition 4(e) of the French

Law Conditions)

29.

Talons for further Coupons to be

Not Applicable

attached to Definitive Bearer Notes:

30.

Redenomination applicable:

Not Applicable

31.

Consolidation applicable:

Not Applicable

32.

Meeting and Voting Provisions

No Masse

(Condition 12 of the French Law

Conditions):

33.

Governing law:

The Notes and any non-contractual obligations

arising out of or in connection with the Notes will

be governed by, and shall be construed in

accordance with, French law.

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for the issue of the Notes and admission to trading on Euronext Paris by Société Générale pursuant to its Euro Medium Term Note - Paris Registered Programme for which purpose they are hereby submitted.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms prepared in relation to Series PA-196 /24-03, Tranche 2.

Signed on behalf of the Issuer:

By:

Agathe ZINZINDOHOUE

Group Treasurer of the Issuer

Duly authorised

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i)

Listing:

Application has been made for the Notes to be

listed on Euronext Paris with effect from the Issue

Date

(ii)

Admission to trading:

Application has been made for the Notes to be

admitted to trading on Euronext Paris with effect

from the Issue Date.

There can be no assurance that the listing and

trading of the Notes will be approved with effect

on the Issue Date or at all.

The Original Notes are already listed and admitted

to trading on Euronext Paris.

2. RATINGS

Ratings:

The Notes to be issued have not been rated.

  1. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
    Save for any fees payable to the Joint Bookrunners, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
  2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND ESTIMATED TOTAL EXPENSES
  1. Reasons for the offer:See "Use of Proceeds" wording in Base Prospectus

(ii)

Estimated net proceeds:

EUR 249,261,232.88 of which EUR 248,715,000

corresponds to the net proceeds excluding accrued

interest

(iii)

Estimated total expenses:

EUR 4,650

5.

YIELD

Indication of yield:

Applicable

3.652 per cent. per annum

The yield is calculated at the Issue Date and is not an indication of any future yield.

6. OPERATIONAL INFORMATION

(i)

ISIN:

Temporary number FR001400PKC2 until the

Assimilation Date and from such date, permanent

number FR001400OXM7 will apply

(ii)

Common Code:

Temporary number 280552291 until the

Assimilation Date and from such date, permanent

number 279218043 will apply

(iii)

Any

clearing system(s)

other

Not Applicable

than

Euroclear

Bank

SA/NV,

Clearstream Banking,

SA or

Euroclear

France, SIX

Swiss

Exchange

and

the

relevant

identification number(s):

(iv)

Delivery:

Delivery against payment

  1. Names and addresses of Not Applicable Additional Paying Agent(s) (if
    any):

7. DISTRIBUTION

(i)

Method of distribution:

Syndicated

(ii)

If syndicated:

(a)

Names of

the

Joint

Sole Bookrunner and Lead Manager

Bookrunners:

Société Générale

Co-Managers

Banco de Sabadell, S.A.

DZ BANK AG Deutsche Zentral-

Genossenschaftsbank, Frankfurt am Main

(b)

Stabilising

Manager

(if

Société Générale

any):

(iii)

If non-syndicated, name of the

Not Applicable

relevant Dealer:

(iv)

U.S. selling restrictions:

Regulation S compliance category 2 / TEFRA Not

Applicable

  1. Prohibition of Sales to EEA Applicable Retail Investors:
  2. Prohibition of Sales to UK Applicable Retail Investors:

(vii)

Additional selling restrictions:

Not Applicable

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Société Générale SA published this content on 18 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 April 2024 08:36:04 UTC.